CONSTITUTION OF The

Initiative for Housing and Development in Africa

(IFHDA, Inc)

ARTICLE I – Organization Name and Purpose

The name of The Initiative shall be the Initiative for Housing and Development in Africa, hereafter referred to as the “Initiative”. The Initiative may also be identified by the short title “IFHDA”. The Initiative is formed exclusively for the purposes of promoting and enhancing and propagating the development of Affordable Agro-Allied Housing, the promotion and engendering of the building maintenance ethic in the body politic and other allied poverty alleviation strategies on the African continent within the meaning of Section 501C (3) of the Internal Revenue Code, specifically for the purpose of promoting the welfare and development by self help method of the underprivileged and rural dis-advantaged in Africa.

 

ARTICLE II – General Provisions

Section 1.

The objectives of The Initiative are to:

a.)  Establish an organization which will foster, maintain and strengthen a sense of fraternity among Africans in the Diaspora as well like minded people sympathetic to the African poverty problem and other Africans on the mother continent to provide a forum for continued education and professional development.

b.) Strengthen the relationship and personal contacts among Africans at home and those marooned in the Diaspora and sympathetic minded philanthropists and like minded  African professionals to transfer the experience and knowledge of the former to the latter.

c.)  Promote support in the developmental activities of sympathetic philanthropist and able minded African professionals and promotion of a maintenance culture mind set.

d.) Promote interest and support of activities from sympathetic philanthropists and able minded African professionals in the alleviation of poverty on the African sub continent through the implementation of self help stratagems, particularly in the fields of education health, building maintenance and sustainable housing provision.

 

Section 2.

To meet these objectives, the IFHDA shall conduct meetings and symposia, issue correspondence and appropriate publications, and publish information of mutual interest to IFHDA members.

 

ARTICLE III – Policy

Section 1.

The Initiative is a private and not for profit association and, therefore, has no official relationship between its activities and the official positions/duties of any corporations or individuals who may be members or participants.

 

Section 2.

A copy of this Constitution, and its associated By-Laws shall be posted at all times in the building constituting The Initiative’s principal place of business. All companies, organizations and individuals with whom The Initiative transacts business shall take strict and careful notice of the provisions of this Article.

 

Section 3.

The Constitution may be amended by majority vote of the General Membership present at any meeting called by the Board of Directors. Final adoption of any amendment voted by the General Membership is contingent upon legal review to ensure that The Initiative’s status, as a private organization, remains intact.

 

Section 4.

By-Laws may be enacted or amended by majority vote of the Board of Directors at any of their regularly scheduled or special meetings.

Section 5.

 In furtherance of its objectives, no use of the net earnings of the Association shall benefit any officer or member. Also, no activities of The Initiative shall be for the purpose of influencing government legislation or intervening (including publishing or distributing statements) in political campaigns on behalf of any candidate for public notice.

 

ARTICLE IV – Membership

Section 1.

Membership in The Initiative shall be voluntary. There shall be three classes of membership. Categories (a) and (b) shall constitute the General Membership.

 

To be eligible for membership in The Initiative, individuals/corporate bodies shall meet the following qualifications:

 

a.)  Regular Membership: Possess empathy with and intellectual understanding of the stated UN millennium development goals MDGs  or the plight of the dis-advantaged poor in black Africa, with a certain understanding that the issues have to be addressed principally by Africans, themselves, along with assistance from the few men/corporate bodies of goodwill, who appreciate that African Attitudes have to change, through utilizing innovative approaches to the 4 identifiable ‘key issues’ encompassing housing and housing ownership in the region.

i.                    Sustainability

ii.                   Poverty

iii.                  Manufacturing Systems Engineering

iv.                 The existing less than adequate approach to housing finance in the region.

- and that change starts when some-one sees the first step. The IFHDA ‘approach’ to housing delivery from this quadrangular stance will take a ‘first step’ by using the paradigm innovation to bring about the setting up of Agro-Allied

communities or villages that will embrace collective farming.

 

b.)  Student/Associate Membership: Be officially enrolled as a student in good standing in sympathetic philanthropist and able minded African professionals; be the surviving spouse of any regular member;

 

c.)  Honorary Membership: Persons not otherwise eligible for membership who have: (1) made an outstanding contribution to development in Africa or to sympathetic philanthropists and able minded African professionals, and (2) been nominated for Honorary membership by a member of the Board of Directors and approved by that body for such membership.

Honorary Members have the right to speak at meetings, but do not need to pay fees or

assessments, make motions, vote, or hold any IFHDA office.

 

Section 2.

Regular and Student/Association memberships shall be conferred upon eligible persons upon their application and payment of prescribed membership fees (reference Article X) to the Vice President for Finance of The Initiative. Honorary membership shall be conferred without regard to payment of fees. Membership shall be terminated upon written request of the member concerned, death or any other valid cause (e.g., member brings discredit upon sympathetic philanthropists and able minded African professionals or IFHDA) as determined by the Board of Directors.

 

Section 3.

Any member failing to pay duly authorized fees and assessments within a period of time to be fixed by the Board of Directors shall be suspended. If this cause for suspension is not rectified within one year from date of delinquency, the member shall be dropped from the membership rolls of the IFHDA.

 

Section 4.

A member who resigns, is suspended without reinstatement, or is denied the privilege of further membership shall forfeit all privileges in the IFHDA and all rights in IFHDA assets.

 

Section 5. All Regular members shall be eligible to hold office and to vote at membership meetings.

 

Section 6.

Membership in The Initiative shall not be based upon race, color, religion, sex, age or national origin.

 

 

ARTICLE V– Governing Body

Section 1.

The IFHDA shall be governed by the Board of Directors (BOD), the composition of which shall be:

a.)   Elected Officers

b.)   Immediate Past Executive Vice President

c.)   Appointed Officers (e.g., Standing Committee Chairpersons)

 

Section 2.

The BOD shall meet annually and at such additional times as the Executive Vice President may direct.

 

Section 3.

The BOD shall exercise all powers not specifically granted to other persons or bodies by this Constitution and shall have the power to set up such Standing Committees, as may be considered appropriate to consider and deliberate upon specified aspects of its functions which same decisions shall be considered valid and binding decisions of the BOD itself, subject to written engrossment by the BOD EVP and Chairman or their designates.

 

ARTICLE VI – Officers

Section 1.

The Elected Officers of The Initiative, each of whom must be a Regular

member in good standing, shall be the:

a.         3No Co Chairpersons of the Board, one each for the Africa, UK and USA regions

b.         Executive Vice President

c.         Vice President (HR Support & Finance)

d.         Vice President (Membership)

e.         Vice President (Information Technology)

 

Section 2.

Executive Vice President.  In the absence of any of the Co-Chairpersons, the Executive Vice President shall preside at Association meetings.  The EVP shall coordinate the periodic IFHDA luncheon/Dinner to include selection of venue and meal, coordinate the guest speaker, prepare the luncheon/Dinner brochure, arrange the guest speaker, gift and write follow-up thank you notes to guest speakers.   The EVP shall liaison with the BOD in the coordination of Special Events (extracurricular activities, and seminars), as appropriate and speak for the Initiative, at Public Relations events.  

 

Section 3. 

Vice President for HR Support & Finance.  The Vice President for Support shall preside at Association meetings in the absence of any of the Chairpersons and the EVP.  The VP for Support shall take reservations for the periodic IFHDA luncheon, provide final count of attendees to establishment and coordinate to ensure all monies are collected for confirmed reservations.  The VP for Support shall also serve as custodian of the IFHDA Constitution, seal, documents, and official papers; issue notices of meetings; and record minutes at various gatherings and meetings, as needed.  The VP for Support shall promote awareness and visibility of the IFHDA and handle all HR matters. He/She shall also maintain The Initiative’s finances to include: (2) receipt and deposit of all IFHDA monies; (b) payment of just bills; (c) entering transactions into and maintaining books of account; and (d) making appropriate reports of the financial condition of the IFHDA to the Chairpersons, the Board of Directors and members attending General Membership meetings. 

 

 Section 4.

Vice President for Membership.  The Vice President for Membership shall update and maintain membership rosters, and solicit, promote and encourage additional membership.

 

Section 5.

Vice President for Information Technology.  The Vice President for Information Technology (IT) shall be the web master for the IFHDA web pages.  The VP for IT shall maintain a distribution list of IFHDA members and provide email notification of luncheons, events and other information, as required.  The VP for IT shall liaison with operational management to ensure the IFHDA web page is a focal point for news and current events for both IFHDA members, corporate members and current students, as well as providing a communications medium for teleconferencing, email and all other IT needs of the organization.

 

Section 6.

IFHDA Class Leaders.  Duly appointed Class Leaders shall: (a) maintain a current list of members of their respective IFHDA classes; (b) provide changes of address and status to the VP for Membership and VP for Information Technology; and (c) correspond with each class member at least annually to solicit current personal information for publication to IFHDA members.  

 

 

ARTICLE VII – Duties of the Officers

Section 1.

Overall administrative and operational oversight of the activities, endeavours and the every day business of The Initiative shall be exercised by the EVPresident, aided by the other Elected Officers, and shall be in accordance with the policies and procedures adopted by the Board of Directors. The Chairman of the Initiative shall be one of the regional Co-Chairpersons of the Board of Directors, in rotation and shall preside at all meetings of The Initiative or Board of Directors, that are held within their region. (with any or both of the other 2 Chairpersons in attendance)  The Chairman shall also:

a.) execute such papers as shall require his/her signature relating to his/her region.

b.) be (either personally or through his designated representative) be an ex-officio member of all committees or other properly constituted bodies of the Initiative within their region and may, at his/her pleasure, examine their minutes, records, and books

c.) exercise general supervisory control over all other IFHDA officers

d.) biennially appoint an Auditor or Audit Committee to examine the IFHDA financial and membership records and to issue a report of findings to the Board of Directors.

 

ARTICLE VIII – Elections and Voting

The officers shall be elected from a slate of nominations by majority vote of the General Membership present at a meeting.  The nomination slate shall be prepared in open forum

and shall consist of no more than three nominees for each office.  Proxy voting will be permitted for voting members who are unable to attend General Membership meetings. 

 

ARTICLE IX – Standing Committees 

Section 1.

The BOD shall be empowered to create ad hoc committees as necessary to carry out business and activities of The Initiative, either ona regional or global level.  Ad hoc committee chairpersons shall be appointed by the appropriate Regional Chairperson and shall remain in office at the pleasure of the said regional Chairperson. 

 

Section 2.

Standing Committee Chairpersons may recruit members for their committees, as they desire, subject to the concurrence of the appropriate regional Chairperson.  Committee Chairpersons shall advise the regional Chairperson, the Executive Vice President and the Board of Directors on matters within their purview. 

 

Section 3.

Standing Committee Chairpersons and committee members shall receive no compensation from The Initiative for serving in such capacity.  When so authorized, they may be reimbursed for expenditures they incur on behalf of The Initiative.

 

  

ARTICLE X – Method of Financing 

Section 1.

 The Initiative shall be financed through annual membership dues and gifts.  The IFHDA membership year is 1 April through 31 March (fiscal year basis), regardless of the date of membership application.

 

Section 2.

Effective upon adoption of this Charter, the dues schedule for each fiscal year shall be: 

a.)  Regular Membership Individuals - $100.00  Corporate -  $ 1,000.00 

b.)  Student/Associate Membership - $10.00 

c.)  Lifetime Membership - $5,000.00 

 

Section 3.

Student/Associate membership will be valid for one year from the date of enrollment after which time membership renewal will be as a Regular member for those individuals who remain eligible for continued membership.  Lifetime Membership will be valid for the life span of the member.  The fee schedule may be changed to maintain the financial integrity of The Initiative by majority vote of the Board of Directors as ratified by the membership. 

 

Section 4.

The Initiative may accept gifts and monetary donations form its members when such gifts aid in the operation of The Initiative and are consistent with its purpose and objectives

 

Section 5.

An independent, qualified auditor shall audit The Initiative at least every two years.  The auditor may be a member of The Initiative, but may not have held any Association office. 

 

Section 6.

Upon dissolution of the IFHDA, all bona fide debts shall be paid and any residual funds shall be donated to be used specifically and exclusively for sympathetic philanthropists and able minded African professionals. 

 

 

ARTICLE XI – Taxes

The Initiative shall only engage in activities permitted under the provisions of Sections 501C (3) and 170C (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Code).  As The Initiative is a not-for-profit association, The Initiative shall secure tax-exempt status from appropriate Federal, State, and local taxing authorities through full and proper registration.

 

 

ARTICLE XII- Insurance Coverage

The Initiative shall consider acquiring liability insurance coverage for Association officers while lawfully performing Association business in an official capacity as provided for in the Charter. 

 

 

ARTICLE XIII – Local Chapters

Since the IFHDA is essentially composed of members residing in the African Diaspora the Board of Directors will consider establishment of local, regional chapters to be called Classes.  Establishment of such chapters will be considered for approval upon receipt of a petition with signatures of at least five eligible potential members. These Chapters will be known as Classes and each class leader will be entitled to a seat on the BOD.   

 

 

ARTICLE XIV – Meetings and Quorums 

Section 1.

The Board of Directors shall meet at least bi-annually and at the call of any the Chairpersons.  Three members of the BOD shall constitute a quorum, and the action of the BOD shall be by a majority vote of the total members present.  The Initiative EVPresident shall ensure that all BOD members are provided with reasonable notice of the time, date, and location of all BOD meetings. 

 

Section 2.

The BOD shall recruit and make a 5 year offer of employment to an upstanding Project Manager and Development Professional individual who has knowledge of Affordable Housing delivery, and who will by invitation serve as an Honorary member of the BOD and Director of Operations. The Director of Operations, IFHDA, shall be entitled to attend and speak at all meetings of The Initiative Board of Directors (without voting rights) and will be the initial sole paid employee of the IFHDA. His/Her remuneration and that of any Operational Staff, he co-opts/hires to work with him (always subject to BOD Approval) will be fixed by the BOD. He/She is mandated to present a budget for day to day running of the Operational Secretariat, which must be approved subject to any amendment, at the first Board of Director’s meeting, subsequent to its submission. Upon Approval, this Operational Budget will be the yardstick for Annual Expenditure by the IFHDA.  The Operational Performance of the Director of Operations shall be directly monitored and evaluated by the VP (HR Affairs & Finance) who will make annual report upon same to the BOD.

 

Section 3.  

The BOD may also offer any corporate representative, from among those eligible for Regular membership in The Initiative, an invitation to serve as an Honorary member of the BOD.  The Corporate Representative/s shall be entitled to attend and speak at all meetings of the Board of Directors, in an Advisory Capacity without a vote. Normal membership fees or dues shall be required. 

 

Section 4.  

The general membership of The Initiative shall meet at least annually at a time and place determined by the Board of Directors.  All business transacted, a statement of financial conditions, and a record of the election of officers and amendments to this Constitution, as appropriate, shall be entered in the minutes.  The Board of Directors shall ensure that all members are provided with reasonable notice of time, date, and location of General Membership Convention.  

 

 

Article XV – Activities

 Section 1.  

The Initiative shall engage in activities appropriate to the objectives of The Initiative as determined by the BOD, in such a manner as: 

1.         GENERALLY.

1.1       To exercise an effective strategic role in the overall provision of housing in Africa as well as the facilitation of physical and otherwise development by the utilization of voluntary un-paid country managers in each African country of activity. This strategy will ensure that administrative costs associated with the policies, initiatives and programmes will be kept to a bare minimum. Working under direction/leadership of the Operations Director, through  the operational single “ Central” co-ordinatory secretariat, the initiative, through the tried and tested  seasoned country managers (Men and Women who are ready successful in their own careers simply have a desire to “give something back” to the societies that nurtured them ) will ensure that funding agencies, development banks, building developers, building, professionals and construction contractors, work in partnership with the IFHDA to product sufficient  accommodation that though technologically appropriate can ensure its occupants access to a basic decent living standard and quality of life and is of a type and quality that can be produced in sufficient numbers all over Africa to meet the identified housing needs.

 

1.2       To investigate, research and implement initiatives that offer the potential for increased non-governmental investment in IFHDA’s housing stock and allows for the provision of new homes.

 

1.3       To promote a reversal of rural-urban migration through facilitation, again through partnership effort, of the construction of model modern villages or” Housing Estates”.

 

1.4       To facilitate the building of appropriate technology housing for (1.2) above  and to financially enable home ownership of such housing by cross section of African from different economic bases.

 

1.5       To adopt initiatives that will promote the employment of Women through rural regeneratory tactics

 

1.6       To identify and promote community development initiatives as well as physical development opportunities whilst promoting and engendering a housing maintenance culture in all areas of IFHDA endeavour.  

 

 Section 2.   PRIVATE SECTOR INITIATIVES

2.1    To instigate and support development of privately  owned houses, residential Estates  and the private rented sector, monitoring , inspecting  and where appropriate making positive use of legislation to secure satisfactory standard standards of fitness and repair.

 

2.2    To recognise and promote the contribution  that Housing Multiple Occupation (HMOs) can make to the provision of affordable accommodation at acceptable prices and to encourage and support legislative backing for legal ownership of such HMOs for mortgage securitisation purposes.

Section 3.     HOMELESSNESS.

3.1          To  assiduously promote initiatives to combat homelessness in Africa and to deal with the issue so effectively that it becomes a continental problem of manageable proportions.

Section 4.      COMMUNITY DEVELOPMENT

4.1          To initiate the provision of specialised dwellings and adaptations to mainstream housing stock that meet the need of elderly peoples and people with dis-abilities, on the African continent.

Section 5.      EQUAL OPPORTUNITIES

5.1          To offer equality of opportunity in all aspects of the housing and development initiatives, regardless of sex, race or disabilities.

Section 6.      IFHDA’S OWN ‘MODEL’ VILLAGE HOUSING STOCK

6.1          To advise and implement partnership schemes that will enable the contracting out of housing management to managing agents through voluntary competitive tender.

 

6.2          To ensure the beginning and the continuance of responsive, effective and efficient housing management and maintenance service culture.

 

6.3          To continue to develop effective tenant participation schemes for the management and maintenance of homes preparation of policy for such management and maintenance, as well schemes for the employment of tenants in influencing the decision making process.   

Section 7.      OTHER

a.)  The Conduct of periodic symposia, conferences, and meetings of The Initiative to promote developmental and professional development of its current and prospective members. 

 

b.)  The Conduct of extracurricular activities (e.g., academic, cultural or sporting events) to promote esprit de corps among IFHDA members and between the IFHDA and other like minded NGOs.or other Multi Lateral Organisations. 

 

c.)  The Publication of an Initiative Newsletter (Web Based)  to promote fraternity among Initiative members, to transmit useful information on matters of developmental and professional development, and to conduct Initiative business, as and when due. 

 

d.)   Recognize outstanding alumni, student, and faculty members of sympathetic philanthropic organizations, individual well wishers, NGOs and able minded African professionals.

 Section 8.

 Notwithstanding any other provisions of the Constitution, The Initiative shall only engage in activities permitted under the provisions of Sections 501 © (3) and 170 © (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Code.  

 

ARTICLE XVI – Awards and Gifts

The Initiative may give awards of certificates and material objects.  Material objects shall be an appropriate symbol of the founding principles of The Initiative and shall not exceed $55.00 per object.  The Initiative may also bestow gifts to sympathetic philanthropists and able minded African professionals.  No single gift shall exceed $500.00 in value and any such gift shall be approved by a majority vote of The Initiative’s Board of Directors. 

 

ARTICLE XVII – Amendments

Section 1.

This Constitution may be amended by a two-thirds vote of the Regular members present  at a General Membership Meeting. 

 

Section 2.

Amendments will only be recognized by The Initiative Chairman if they have been previously submitted to the Board of Directors and published to the membership at least thirty days prior to a General Membership meeting.  

 

 

ARTICLE XVIII – Effective Date

This Constitution supersedes any Constitution adopted previously and shall become effective immediately upon adoption by a two-thirds vote of the Regular members assembled at a General Membership meeting.

 

 

ARTICLE XIX – Dissolution

The Initiative shall be dissolved by a majority vote of the Board of Directors. 

Upon dissolution, all funds in the treasury will be used to meet any outstanding debts, liabilities, or obligations.  The balance of these assets will be disposed of in accordance with Article X.  

 

 

Signed into Existence:

 

……………………………………………………

Founding UK CHAIRPERSON OF THE BOARD

 

 

……………………………………………………

Founding   EXECUTIVE VICE PRESIDENT

 

 

……………………………………………………

Founding   VICE PRESIDENT  HR & Finance

 

 

……………………………………………………

Founding   VICE PRESIDENT  (Membership)

 

 

 

As Witnessed by:

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